UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2006
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HARLEYSVILLE GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14697 51-0241172
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
355 Maple Avenue, Harleysville, Pennsylvania, 19438
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(Address of principal executive offices) (Zip Code)
(215) 256-5000
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND
ITEM 8.01 OTHER EVENTS.
On January 25, 2006, the Board of Directors ("the Board") of Harleysville Group
Inc. ("the Registrant") approved amendments to the following benefit plans:
The Pension Plan of Harleysville Group Inc. and Associated
Employers Amended and Restated as of January 1, 2003 (the "Pension Plan");
The Harleysville Group Inc. Supplemental Retirement Plan (the
"SERP");
The Harleysville Group Inc. Extra Compensation Plan, now known as
Harleysville Retirement Savings Plus Plan (the "Retirement
Plan"); and
The Harleysville Group Inc. Non-Qualified Excess Match Plan, now
known as Harleysville Excess Contribution and Match Program (the "Excess
Plan").
The Registrant announced the changes to the Pension Plan and the Retirement Plan
in a press release dated January 26, 2006 which is attached as Exhibit 99.1.
In addition, the SERP was amended to "freeze" benefit accruals as of March 31,
2006. The SERP was also amended to comply with the requirements of Internal
Revenue Code section 409A. The SERP was amended to specifically provide that
the Board may not amend the Plan to accelerate payments from the SERP.
In connection with the changes to the Retirement Savings Plan, the Excess Plan
was also amended as of January 1, 2006, to provide for a bi-weekly employer
contribution of 5% of base salary paid that shall vest in accordance with the
terms of the Retirement Plan.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.1 Harleysville Group Inc. Supplemental Retirement Plan Amended and
Restated as of March 31, 2006.
Exhibit 10.2 Harleysville Group Inc. Non-Qualified Excess Contribution and
Match Program Amended and Restated as of January 1, 2006.
Exhibit 99.1 Press Release dated January 26, 2006 of Harleysville Group Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HARLEYSVILLE GROUP INC.
Registrant
January 26, 2006 /s/Robert A. Kauffman
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Robert A. Kauffman
Senior Vice President, Secretary
& General Counsel
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 10.1 Harleysville Group Inc. Supplemental Retirement Plan Amended and
Restated as of March 31, 2006.
Exhibit 10.2 Harleysville Group Inc. Non-Qualified Excess Contribution
and Match Program Amended and Restated as of January 1, 2006.
Exhibit 99.1 Press Release dated January 26, 2006 of Harleysville Group Inc.
furnished pursuant to Item 8.01 hereof).